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Cover Page

DuPont Capital Management Corporation

Chestnut Run Plaza, Building C735-1 974 Centre Road

Wilmington, DE 19805

Website: http://dupontcapital.com

Form ADV Part 2A/Brochure

Brochure Date: July 1, 2021

This Brochure provides information about the qualifications and business practices of DuPont

Capital Management Corporation (“DuPont Capital”). If you have any questions about the contents of

this Brochure, please contact us at 302-477-6000. The information in this Brochure has not been

approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state

securities authority.

DuPont Capital is a registered investment adviser under the Investment Advisers Act of 1940, as

amended (the “Advisers Act”). Registration of an investment adviser with the SEC does not imply any

level of skill or training.

Additional information about DuPont Capital also is available on the SEC’s website at

www.adviserinfo.sec.gov.

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Item 2. Material Changes.

DuPont Capital has moved its primary business location. The corporate address has been updated.

DuPont Capital will provide prospective and current clients with a copy of the most recent Brochure

upon request at any time and without charge. To request a copy, contact Kimberly Fetterman,

Manager of Client Services, at 302-477-6167 or by e-mail at

Kimberly.A.Fetterman@dupontcapital.com. The Brochure and additional information are available on

the “About Us” page at www.dupontcapital.com.

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Item 3. Table of Contents.

Cover Page ...................................................................................................................................................................... 1

Item 2. Material Changes. .............................................................................................................................................. 2

Item 3. Table of Contents. .............................................................................................................................................. 3

Item 4. Advisory Business. ............................................................................................................................................. 4

Item 5. Fees and Compensation. ................................................................................................................................... 5

Item 6. Performance-Based Fees and Side-By-Side Management. ............................................................................ 10

Item 7. Types of Clients. ............................................................................................................................................... 12

Item 8. Methods of Analysis, Investment Strategies and Risk of Loss. ........................................................................ 12

Item 9. Disciplinary Information. .................................................................................................................................. 22

Item 10. Other Financial Industry Activities and Affiliations. ........................................................................................ 23

Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. ................................. 24

Item 12. Brokerage Practices. ...................................................................................................................................... 27

Item 13. Review of Accounts........................................................................................................................................ 33

Item 14. Client Referrals and Other Compensation. .................................................................................................... 34

Item 15. Custody. ......................................................................................................................................................... 35

Item 16. Investment Discretion. ................................................................................................................................... 35

Item 17. Voting Client Securities. ................................................................................................................................. 36

Item 18. Financial Information. .................................................................................................................................... 38

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Item 4. Advisory Business.

History and Ownership

DuPont Capital has a long history of institutional asset management. The Firm’s history is rooted

back to the 1942 establishment of a retirement pension trust for employees of E. I. du Pont de

Nemours and Company (“DuPont”), the intermediary parent company for DuPont Capital. In 1975,

DuPont created a separate pension management division, which was the precursor to DuPont

Capital. In August 1993, DuPont Capital was established and became an SEC-registered investment

adviser. Registration does not imply a certain level of skill or training.

DuPont Capital is 100% owned by DuPont through DuPont’s 100% ownership of Pioneer Hi-Bred

International, Inc. As of June 1, 2019, DuPont and DuPont Capital’s ultimate parent company

became Corteva, Inc. (“Corteva”), a publicly traded company (“CTVA”).

Types of Advisory Services Offered

DuPont Capital offers investment management services primarily to institutional investors. We apply fundamental and quantitative investment capabilities focused on valuation, long term profitability, and risk control discipline within and across asset classes and international boundaries, which we believe can produce risk-efficient excess returns (i.e., returns that exceed the assigned benchmark).

DuPont Capital’s investment products span a broad range of asset classes:

Global Equities Fixed Income Others

Emerging Markets Equity Core Fixed Income Private Credit

Global Ex-US Small Cap Structured Equity Emerging Markets Debt Private Equity

International Equity Stable Value

Merger Arbitrage

Merger Arbitrage Enhanced

Small Cap Equity

Value Creators – US Large Cap

Value Creators – US Mid Cap

DuPont Capital’s primary investment strategies focus on valuation, long-term profitability, and relative

risk. Equity products include both fundamental and quantitative (or “structured”) strategies. Product

vehicles include separate accounts and, for certain strategies, commingled funds. Within private

equity, both separate accounts and fund-of-funds products are available. DuPont Capital’s

investment management services include selecting investments and executing trades for its clients.

Unless specifically agreed otherwise, DuPont Capital will not take action or render advice involving

legal action on behalf of a client with respect to securities or other investments held in the client’s

account or issuer’s thereof, which become the subject of legal notices or proceedings, including

securities class actions and bankruptcies.

Tailoring Services to the Individual Needs of Clients

DuPont Capital makes investments for clients in accordance with mutually agreed upon written

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investment guidelines and provides continuous supervision of client portfolios. Investment services

can be tailored to each client’s needs and objectives, and clients often impose restrictions on investing

in certain securities or types of securities. DuPont Capital has established procedures and controls to

help ensure compliance with each client’s investment guidelines and any client-imposed restrictions.

These procedures and controls include daily portfolio compliance monitoring supplemented by

guideline monitoring software and other processes designed to ensure that portfolio managers are

complying with each client’s investment guidelines.

DuPont Capital tailors its separate account products to the individual needs of each client by:

• Allowing its clients to provide specific investment guidelines that DuPont Capital must follow

in managing a client’s account. See Item 16 for more information on client-specific

investment guidelines. As discussed in Item 16, clients often impose restrictions on investing

in certain securities or types or categories of securities.

• Allowing its clients to select a custom benchmark.

• Providing its clients with access to portfolio managers by phone and/or client visits.

• Implementing its clients’ custom proxy voting policies upon request.

• Providing hedging of currency exposures, if desired.

• Supporting directed trading preferences of its clients, contingent upon DuPont Capital’s

ability to achieve best execution.

• Providing supplemental client reporting as set forth in client investment management

agreements.

DuPont Capital does not tailor its investment advice to the investors in its commingled funds.

Wrap Fee Programs

DuPont Capital does not sponsor any “wrap fee” accounts.

Discretionary and Non-Discretionary Assets Under Management

As of December 31, 2020, DuPont Capital’s assets under management (“AUM”) were:

Discretionary $ 27,072,156,000 Non-Discretionary 25,238,000

Total $ 27,097,394,000

Item 5. Fees and Compensation.

How DuPont Capital is Compensated

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The management fees charged by DuPont Capital vary based on the services provided and any laws

and regulations that apply to a particular client. The U.S. pension plans of DuPont Capital’s parent

company and its subsidiaries are charged at cost as required under the Employee Retirement

Income Security Act of 1974 (“ERISA”), as amended. Fees for other clients are generally calculated

as a percentage of assets under management.

Some clients’ fees are based, at least in part, on how well the investments perform in comparison

to a benchmark (“performance fees”). Typically, performance fee structures have upper and lower

limits expressed as percentages of the assets under management. See Item 6 for more information

on performance fees.

All fees are subject to the requirements of the Advisers Act. When DuPont Capital serves as an adviser to a commingled fund, such as a mutual fund or

collective trust, its fees are typically calculated by the sponsor of the commingled fund based on

daily, monthly, or average asset values and remitted to DuPont Capital either monthly or quarterly, in

arrears.

Management fees for private equity accounts are generally based on total committed capital for a

number of years, after which management fees are based on the lower of market value or

committed capital. In addition, there is generally a carried interest charge whereby DuPont Capital

receives a percentage of profits once investors have received distributions equal to their capital

contributions plus an agreed-upon internal rate of return.

Since fees are typically based on the value of assets under management, there is an inherent

incentive for managers to over-value assets, particularly those that are more difficult to value, e.g.,

illiquid, thinly traded, and private markets assets. This risk is mitigated by DuPont Capital’s use of

external pricing sources, including the financial statements of private markets investments as

provided by the general partners of those investments. In some cases, DuPont Capital’s fees are

calculated based on asset values provided by clients’ independent custodians. Additionally, DuPont

Capital has a Fair Valuation Committee in place to help ensure that securities are appropriately

priced.

A client may request to be invoiced in advance, in which case, if the client terminates DuPont

Capital’s services, a prorated portion of the fee will be refunded. For its private equity fund-of-

funds products, DuPont Capital bills its advisory fees quarterly in advance. With private equity,

investors are not able to redeem from the funds so the concept of refunds of advance payments due

to termination by the investor does not apply.

DuPont Capital monitors a mature private real estate portfolio for a client on a non-discretionary

basis. The client pays a fixed fee for this service; DuPont Capital does not market or otherwise solicit

business for this service.

Fee Schedules

The fee schedules for currently marketed investment products are set forth below. The stated

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account minimums may be waived at DuPont Capital’s discretion:

DCM Emerging Markets Equity

1.20% - First $20 million Minimum Account Size: $10 million 1.00% - Next $30 million .90% - Next $25 million .85% - Balance Above $75 million

DCM Global Ex-US Small Cap Structured Equity

.85% - First $25 million Minimum Account Size: $10 million .80% - Next $25 million .75% - Balance Above $50 million

DCM International Equity

.60% - First $25 million Minimum Account Size: $10 million .55% - Next $25 million .50% - Next $50 million .45% - Balance Above $100 million

DCM Merger Arbitrage .50 - First $20 million Minimum Account Size: $10 million

.45% - Next $30 million

.40% - Balance Above $50 million

DCM Merger Arbitrage Enhanced

.65% Management Fee Minimum Account Size $10 million

5.0% Incentive Fee for Performance Exceeding T bills + 600 bps.

DCM Small Cap Equity

.85% - First $25 million Minimum Account Size: $10 million .75% - Next $25 million .70% - Next $25 million .65% - Balance Above $75 million

DCM Value Creators – US Large Cap

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.50% - First $25 million Minimum Account Size: $10 million .45% - Next $25 million .40% - Next $50 million .35% - Balance Above $100 million DCM Value Creators – US Mid Cap

.55% - First $25 million Minimum Account Size: $10 million .50% - Next $25 million .45% - Next $50 million .40% - Balance Above $100 million

DCM Core Fixed Income

.32% - First $25 million Minimum Account Size: $25 million .28% - Next $25 million .25% - Next $25 million .22% - Next $25 million .18% - Balance Above $100 million

DCM Emerging Markets Debt

.60% - First $50 million Minimum Account Size: $25 million .55% - Next $25 million .50% - Next $25 million .46% - Balance Above $100 million

DCM Stable Value

.20% - First $50 million Minimum Account Size: Negotiable .18% - Next $50 million .15% - Next $100 million .10% - Next $300 million .05% - Next $500 million Above $1 billion - Negotiable

DCM Private Credit Minimum Commitment: $50 million*

.30%- On Net Asset Value 5% - Incentive (“carried interest”) fee to DuPont Capital, after invested capital and a 6% hurdle rate are

distributed to the investors.

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DCM Private Equity Minimum Commitment: $25 million*

.75% - On committed capital during the Investment Period .75% - On net asset value after the Investment Period 5% - Incentive (“carried interest”) fee to DuPont Capital, after invested capital and an 8% hurdle rate are

distributed to the investors.

* Private Equity and Private Credit fund-of-funds products are offered by private placement memorandum only

and a different fee structure will apply.

Other Information on DuPont Capital’s Fees

At the discretion of DuPont Capital, fees may be negotiated. Generally, DuPont Capital does not deduct its fees directly from client accounts. Exceptions apply for

Private Equity, Private Credit, and certain Stable Value clients:

• For administrative efficiency, when management fees are due to DuPont Capital for a

specific private fund at a time when that fund is making a distribution to investors, DuPont

Capital typically deducts its management fees from such distributions.

• Carried interest charges are deducted from fund assets rather than (i) being credited to

investor accounts and then deducted from those accounts or (ii) being invoiced to each

investor.

• Certain third-party fees within stable value accounts and, in some cases, DuPont Capital’s

fees, are paid by those accounts based on DuPont Capital’s written instructions to the

custodian.

Other than as described above, DuPont Capital invoices its clients quarterly in arrears with payments

generally due 15 or 30 days after delivery of an acceptable invoice.

Other Costs Incurred by Clients

In addition to DuPont Capital’s fees, clients will incur other costs:

• Separate account clients incur custodial fees, brokerage commissions, and/or bid-ask

spreads. Please refer to Item 12 for additional information on brokerage costs.

• Private equity investors pay, through a reduction of the investor’s capital account balance

in the fund-of-funds, carried interest to DuPont Capital. These investors also bear a

proportionate share of the organizational costs of the fund-of-funds and certain other

expenses as disclosed in each fund’s private placement memorandum and operating

agreement. Fund-of-funds investors also bear a portion of (1) management fees and carried

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interest payable to the managers of the funds in which the fund-of-funds invest and (2) the

expenses of the funds in which the fund-of-funds invest.

• Mutual fund clients incur additional costs as described in each fund’s prospectus.

• Stable Value clients bear the costs of insurers’ wrap fees and the fees charged by

underlying investment managers hired by DuPont Capital. Certain stable value clients incur

their proportionate share of audit, administrative, tax, and other costs as described in the

offering documents for the pooled vehicles that incur those costs.

• Clients also bear the costs of services for which they contract directly, with or without the

knowledge of DuPont Capital. For example, a client may elect to pay for a stock screening

service to identify securities that it requests DuPont Capital to exclude from its portfolio,

custodial services for its separate accounts, or prime brokerage arrangements.

Compensation Attributable to Sales of Securities or Investment Products

Members of DuPont Capital’s marketing team share in DuPont Capital’s revenues from its separate

account products. In addition, if members of DuPont Capital’s marketing team are also registered

representatives under the firm’s agreement with Foreside Funds Distributors LLC (“Foreside”), these

members also share in revenues earned by DuPont Capital for managing investment products

offered through Foreside Funds Distributors LLC. The products offered by Foreside are not

available from other brokers or dealers. Revenue sharing arrangements create an incentive for

marketing personnel to sell investment products to current or potential clients, which presents a

potential conflict of interest in evaluating the client’s need or suitability for a particular product.

In addition to providing clients with full disclosure of its revenue sharing arrangements in this

Brochure, the following circumstances mitigate the potential effects of the conflict of interest

described above:

• DuPont Capital’s clients are generally sophisticated institutional investors, many of whom

employ consultants to assist them in identifying suitable products and investment managers.

These clients and their consultants are in the best position to determine whether hiring

DuPont Capital is in these clients’ best interests. Investors in DuPont Capital’s privately

offered securities must qualify as accredited investors and/or qualified purchasers.

• During the Request for Proposal” (“RFP”) and contract negotiation stages with prospective

clients, DuPont Capital develops an extensive understanding of each separate account

client’s needs and works to ensure that only products suitable for the client’s needs are

offered.

Item 6. Performance-Based Fees and Side-By-Side Management.

Clients of DuPont Capital pay various types of fees for investment advisory and portfolio

management services. DuPont Capital manages portfolios that are charged an incentive fee

(applicable to private equity, private credit and merger arbitrage enhanced), a performance-based

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fee, and/or a fee based on a percentage of assets under management. As part of the initial client

acceptance process, clients may work with DuPont Capital to determine the fee structure that best

fits their specific needs. DuPont Capital’s client fee structure is more fully described in Item 5.

As mentioned under Item 5 above, certain of DuPont Capital’s separate account clients pay a

performance-based fee. Such arrangements create an inherent incentive for firms to make riskier

or more speculative investments than those that would be recommended under a different fee

arrangement. Such fee arrangements also create an incentive to favor accounts paying the highest

fees over other accounts in the allocation of investment opportunities. DuPont Capital has

procedures designed to ensure that all clients are treated fairly, and to prevent this conflict from

influencing the allocation of investment opportunities among clients. These procedures include:

• For both equity and fixed income accounts, securities with limited availability (including in

the case of initial public offerings or IPOs) are allocated to accounts in proportion to each

portfolio manager’s request. While this is generally in proportion to advised assets,

adjustments can be made based on sector, duration, and other investment guidelines or

considerations.

• Designing DuPont Capital’s annual bonus plan so that employees have an incentive to

generate excess returns over a rolling three-year time horizon. This plan is based on asset-

weighted investment performance, not DuPont Capital’s revenues or profits.

• Reinforcing in DuPont Capital’s Code of Ethics the obligation to treat all clients fairly and

requiring employees to indicate their understanding of and adherence to the Code of Ethics

through annual certifications.

• Periodic review by compliance personnel of dispersion (differences) in investment returns

across similar accounts, with an emphasis on comparing those paying performance-based

fees with those not paying such fees.

• Providing equity clients the option of specifying risk parameters as part of their investment

guidelines.

• DuPont Capital will at times identify desirable private equity investments that are available

only in limited quantities. In these cases, investments are allocated pro rata based on

the amount of capital committed to each fund or separate account. Further details on the

pro rata calculations are provided in each fund’s offering memorandum.

Some of DuPont Capital’s portfolio managers have responsibility for portfolios using different

investment strategies (please refer to Item 8 below for an overview of DuPont Capital’s various

strategies) and will make different investment decisions across these strategies. These differences

can be due to a variety of factors, including the respective strategies’ risk levels, benchmarks,

investment objectives, and method of analysis. Investment decisions may differ within a single

strategy since client accounts may be subject to unique investment guidelines, cash flows, or liquidity

needs. Since some of DuPont Capital’s investment strategies include short sales and short

positions, DuPont Capital holds, at times, simultaneous long and short positions for different clients.

Selling a security short for one client may affect the value of the account that has a long position in

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that security. Similarly, initiating a long position in a security for one client may cause an account

with a short position in that security to lose value. DuPont Capital manages the conflicts associated

with side-by-side investing through its account review process (see Item 13 below), with the

overriding objective of ensuring that all clients are treated fairly and that one account is not favored

over another.

Item 7. Types of Clients.

DuPont Capital generally provides portfolio management services to defined benefit and defined

contribution retirement plans, charitable organizations, state and local government retirement plans,

non-US governmental entities, registered investment companies, and pooled investment vehicles.

DuPont Capital manages assets for a wide variety of investors within its pooled vehicles, including,

but not limited to, trusts, foundations, and endowments.

Although account minimums may be waived at the discretion of DuPont Capital, clients are generally

required to meet the account minimums listed for each product on the fee schedule included in Item

5.

Item 8. Methods of Analysis, Investment Strategies and Risk of Loss.

Methods of analysis and investment strategies

The primary methods of analysis used by DuPont Capital for the investment strategies it offers its clients are set forth below.

Global Equity Strategies: At DuPont Capital, we believe share prices follow business fundamentals in the long run. However,

chronic short-term thinking and behavioral biases can cause share prices to deviate from the

fundamental value of a company. This creates investment opportunities for active managers. Our

investment processes seek to identify and evaluate various factors, some of which may be

considered ESG, that may have a material impact on the long-term investment risk and return profile

for our investments. We believe a disciplined investment process coupled with a long-term

investment horizon allows us to look past the transitory noise and volatility caused by short-term

news flow and market sentiment to provide better and more consistent risk-adjusted returns.

• Emerging Markets Equity

The Emerging Market Equity strategy seeks to build a diversified portfolio of emerging market

stocks where current market prices imply an overly pessimistic long-term outlook, and where

we believe fundamental change is occurring that will improve the company’s prospects. We

utilize proprietary valuation models and in-depth fundamental research to identify undervalued

countries, industries and stocks. The portfolio is built with diversification across countries,

industries and macro-economic exposures to produce multiple, independent return drivers.

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We seek to deliver consistent outperformance relative to the benchmark from stock selection,

complemented by country and industry positioning.

• Global Ex-US Small Cap Structured Equity

The Global Ex -U.S. Small Cap Equity investment process integrates proprietary quantitative

techniques, fundamental research, and risk management tools to construct portfolios that,

over a market cycle, seek to deliver excess returns relative to the MSCI ACWI ex-US small

cap index.

• International Equity

Dupont Capital focuses on exploiting asset class specific risk premia we have identified

through differentiated research and insights. Our International Equity strategy aims to

generate alpha over the long-term by taking concentrated positions in companies with unique

business models and high or improving return characteristics. We believe that superior, long-

term risk adjusted returns are generated by companies that exhibit industry-leading

characteristics and are well-exposed to areas with persistent growth advantages. Such

companies tend to have unique, sustainable, and hard to replicate business models.

• Merger Arbitrage

Dupont Capital’s merger arbitrage strategy invests in pending mergers and acquisitions

(M&A) deals and a special purpose acquisition company (SPAC) securities. Within Merger

Arbitrage, we find that traditional market participants focus on individual deal risk in mergers

and acquisitions transactions, underestimating the consistency and annualized return profile

of a diversified portfolio of definitive M&A deals. The portfolio seeks to provide a stable and

consistent source of absolute return with low volatility and minimal correlation to broader

equity and fixed income markets.

• Merger Arbitrage Enhanced

Dupont Capital’s merger arbitrage enhanced strategy invests in pending M&A deals and

SPAC securities. Within Merger Arbitrage, we find that traditional market participants focus

on individual deal risk in mergers and acquisitions transactions, underestimating the

consistency and annualized return profile of a diversified portfolio of definitive M&A deals.

The portfolio seeks to provide a consistent source of absolute return with low volatility and

relatively low correlation to broader equity and fixed income markets. The portfolio utilizes

financial leverage to generate additional returns.

• Small Cap Equity

DuPont Capital’s Small Cap Equity strategy seeks to exploit market inefficiencies by using a

wide range of information and quantitative techniques to target a broad array of factor premia

in a systematic, risk-controlled manner. The portfolio decision making process is quantitative

in nature, driven by DuPont Capital’s proprietary multi-factor alpha model, which draws from a

factor library of over 25 factors and is complimented with a proprietary stock timing model.

Portfolio construction is guided through an optimization process that combines stock level risk

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forecasts with our forecast of expected return in seeking to optimize the risk/return

characteristics of the portfolio. The strategy is benchmarked against the Russell 2000 index,

which also serves as its investable universe.

• Value Creators – US Large Cap

DuPont Capital focuses on exploiting asset class specific risk premia we have identified

through our differentiated research and insights. Our US Large Cap strategy aims to generate

alpha by taking concentrated positions in high quality companies with sustainable business

models at attractive valuations. There is a focus on identifying companies with strong capital

allocation policies, as how a company deploys cash flows that exceed organic growth needs

can have a significant impact on the long-term value of an enterprise.

• Value Creators – US Mid Cap

DuPont Capital focuses on exploiting asset class specific risk premia we have identified

though our differentiated research and insights. Our US Mid Cap strategy aims to generate

alpha by taking concentrated positions in high quality companies with sustainable business

models at attractive valuations. There is a focus on identifying companies with strong capital

allocation policies, as how a company deploys cash flows that exceed organic growth needs

can have a significant impact on the long-term value of an enterprise.

Fixed Income Strategies: DuPont Capital’s approach to fixed income investing is predicated on the belief that pockets of inefficiencies develop in the fixed income market on a regular basis due to the wide variety of investor objectives. Those inefficiencies provide the opportunity to capture attractive risk adjusted excess returns over time.

• Core Fixed Income

The firm believes that fixed income markets tend to be largely efficient in aggregate

given the large number of investors active across various segments. At the same time, the

wide variety of those investors can create pockets of inefficiency, whether structural or at the

security level, that provide relative value to investors able to find them. In order to remain

focused on these inefficiencies, DuPont Capital has devoted considerable resources to

building and continually enhancing its own analytics in order to identify and analyze the most

compelling opportunities.

The team structure is the foundation of the investment process. Specialized, integrated teams

of experienced professionals focus on portfolio management, research, and trading within

their market sectors. Vigorous interaction among teams helps ensure consistent portfolio

construction across the underlying portfolios. The senior portfolio management team provides

strategic oversight and integration.

The teams use a framework of proprietary valuation models of primary market characteristics,

and other information such as economic fundamentals, political information, demographics,

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and market flows to form an outlook on major strategic factors, including the level of interest

rates, the yield curve, and sector valuations. In implementing the strategic outlook, the teams

select securities mainly using internal research and analytics.

DuPont Capital Core Fixed Income employ multiple strategies to diversify risk. The firm

controls risk with limits on duration, sector and quality weights, and security weights. Risk

limits are derived from client guidelines and benchmark characteristics. DuPont Capital Core

Fixed Income strives to exceed the return of the Barclays US Aggregate Index.

• Emerging Markets Debt

The DuPont Capital Emerging Markets Debt team applies a disciplined, value-oriented

investment process that integrates both top-down global analysis and bottom-up country

research to systematically analyze emerging markets securities. The steps in the research

process are briefly described below:

Country credit research is conducted by first running a proprietary 7-factor country credit

model. Based on the calculated country credit scores, each country is assigned to one of

four credit categories. Country credit analysis consists of in-depth fundamental analysis of

a country’s credit.

Sovereign Bond Valuations are estimated using a proprietary country valuation model and

applying its fair-value criteria to every Emerging Markets country in each of the four credit

categories. The team’s fair-value criteria are applied to assess if a country is over, under, or

fairly valued.

Global macro-economic research focuses on three areas important to Emerging Markets

countries’ economic growth and sovereign credit: key sectors of the world economy, key

developments in global financial markets, and key dynamics of international politics.

In addition, risk management is an important element of the process. DuPont Capital’s risk

principles include a quantitative and qualitative measurement of portfolio risk, active

management of global macro risks, an appropriate level of diversification, and a risk-

adjusted return focus.

The objective of the process is to construct a well-diversified portfolio of emerging markets

bonds of countries that have global competitive advantages with attractive valuations. The

strategy’s goal is to exceed the return of the JPMorgan EMBI Global Diversified Index.

• Stable Value

DuPont Capital’s Stable Value investment philosophy is to manage funds so as to generate

long-term returns similar to those of intermediate fixed income with a risk profile similar to that

of money markets. To achieve these objectives, we rely on the principles of asset allocation,

duration management and diversification.

Asset allocation is a process through which we construct a target mix of fixed income products,

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such as cash, short-duration, intermediate-duration, and broad market fixed income. The basis

of asset allocation is the risk, return and correlation characteristics of these components,

especially as they relate to the requirements of Stable Value, as well as client specific

parameters such as targets of risk and return and liquidity requirements. Even though we follow

a long-term investment approach, we are mindful of the market’s valuation dynamics and

opportunistically shift our asset allocation mix as appropriate.

Private Markets Strategies:

• Private Credit

DuPont Capital’s objective is to provide enhanced risk-adjusted returns by constructing a

diversified portfolio of private credit investments. The private credit strategies include

mezzanine financing, senior lending, aviation leases, equipment leases, shipping debt,

intellectual property, royalties, loan pools, and other credit-oriented investments.

DuPont Capital seeks investment opportunities that demonstrate an advantageous

combination of three key criteria: (1) unique and interesting investment strategy; (2) strong

manager qualifications; and (3) aligned interests between managers and investors.

DuPont Capital employs a proprietary due diligence process encompassing numerous

steps, from sourcing investment opportunities to funding investments. The primary purpose

of the due diligence process is to confirm that the opportunity demonstrates an

advantageous combination of the three key criteria discussed above– unique and interesting

investment strategy, qualified managers, and alignment of interests.

• Private Equity

DuPont Capital’s objective is to provide enhanced risk-adjusted returns by constructing a

diversified portfolio of private equity investments.

DuPont Capital seeks investment opportunities that demonstrate an advantageous

combination of three key criteria: (1) clear value characteristics; (2) strong manager

qualifications; and (3) alignment of interests between managers and investors.

DuPont Capital employs a proprietary due diligence process encompassing numerous

steps, from sourcing investment opportunities to funding investments. The primary purpose

of the due diligence process is to confirm that the opportunity demonstrates an

advantageous combination of the three key criteria discussed above – value orientation,

qualified managers, and alignment of interests.

Significant or Material Risks

DuPont Capital understands that investing entails risk, and it works to ensure its clients understand

that as well. DuPont Capital focuses primarily on institutional clients. While these clients are

sophisticated investors, DuPont Capital works to ensure that clients are aware of the risks associated

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with investing in the various types of products offered by DuPont Capital. Clients are urged to ask

questions regarding risk factors applicable to a particular strategy or investment product, read all

product-specific risk disclosures, and determine whether a particular investment strategy or type of

security is suitable for their account in light of their circumstances, investment objectives, and

financial situation.

Clients should understand that investments in securities and other assets involve a risk of loss. Past

performance of any investment strategy is not a guarantee of future results. Clients should be

prepared to bear the risk of investment losses. Please read this Item completely for additional

information regarding investment risks, which include those set forth below.

Risk of Loss: Investing in securities involves risk of loss, including loss of principal. The

level of risk varies by asset class and product. Clients should be prepared to bear any

losses that result from investing in a particular strategy or product. Past performance of DuPont

Capital’s investment strategies is not indicative of how those strategies will perform in the

future.

Security/Concentration Risk: Generally, a portfolio with a lower number of holdings is riskier

than a portfolio with a large number of holdings. Investments in high yield bonds are

generally riskier than investments in investment-grade bonds.

Counterparty Risk: Should a broker or other counterparty used by DuPont Capital be unwilling

or unable to honor its obligations, including obligations under a swap agreement, a client faces

risk of losses.

Management Risk: Each actively managed account is subject to management risk. DuPont

Capital will apply investment techniques and risk analyses in making investment decisions for

actively managed accounts, but there can be no guarantee that these decisions will produce the

desired results.

Key Person Risk: Certain strategies have certain key investment personnel employed in

managing assets. Termination, disability, death, or departure of key personnel could adversely

affect such strategies’ performance.

Securities Lending: DuPont Capital does not enter into securities lending arrangements with or

on behalf of separately managed account clients. To the extent that a client chooses to enter

into a securities lending agreement with a securities lending agent (which may be its custodian),

the client should be aware that DuPont Capital is not a party to the agreement and that

securities lending presents certain risks, including, but not limited to, delayed settlement, failed

delivery, and the inability to vote proxies or respond to corporate actions in a timely manner,

which can hinder DuPont Capital’s ability to manage a client’s portfolio effectively. DuPont

Capital is not responsible for any losses or expenses caused directly or indirectly by a client’s

securities lending arrangements.

Tax Risk: Tax laws and regulations applicable to an account are subject to change, and

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unanticipated tax liabilities could be incurred by investors as a result of such changes. Investors

should consult their own tax advisors to determine potential tax-related consequences of

investing.

Market Risk and Force Majeure: Security values can fluctuate rapidly or unpredictably due to

factors that affect market conditions or particular industries. Additionally, government actions,

natural disasters, terrorism, public health crisis, acts of war, economic conditions, and countless

other factors may have unforeseen effects on the results generated by DuPont Capital’s

investment strategies.

Strategy-Specific Risks

Private Markets Risks. Private Markets investments carry certain additional risks. It is important

to note that not all such risks are described below. Prospective investors should carefully

read the section entitled “Certain Risk Factors” in the respective confidential private placement

memorandum of each fund.

Risks associated with private equity include, but are not limited to:

• Illiquidity: An investment in a fund provides limited liquidity since participating interests

are not freely transferable and are subject to substantial restrictions. In addition, there is

a long time horizon between commitment of capital and its return in the form of

distributions. The time horizon is generally longer for private equity than for private credit.

• Valuation: The majority of the private market investments are in a form for which market

quotations are not readily available. The valuations of the investments are generally

based on a good faith assessment of the fair value of the assets as determined by the

general partner of each fund. There is no single standard for determining fair value in

good faith and, in many cases, fair value is best expressed as a range of fair values from

which a single estimate can be derived. Clients should recognize that it is difficult to

value illiquid investments and that valuation involves subjective judgment and

consideration of complex factors.

• Third-Party Fund Management: The returns achieved by the investments will depend in

large part on the efforts and performance results obtained by the managers of the underlying

partnerships in which a fund invests. Furthermore, funds will not have an active role in the

day-to-day management of the underlying partnerships nor the ability to approve the specific

investment or management decisions made by the managers of the underlying partnerships.

As a result, the investment returns of the funds will largely depend on the performance of

independent investment managers and other management personnel. The failure of such

investment managers to make profitable investments would have a negative effect on a

fund’s ability to achieve its investment goals.

• Investment Risk: DuPont Capital performs extensive due diligence on potential

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investments by its funds, but cannot provide assurance that any such investment will be

successful. Further, the scope of due diligence performed may be limited by restrictions

imposed by the underlying investment manager or the operating company itself. Despite

the rigorous diligence process employed by investment advisers and the ongoing

monitoring of managers, the risk exists that the assumptions made in connection with a

particular investment decision may be incorrect or a particular investment strategy will not

be followed by such managers.

• Limited Regulatory Oversight: The funds in which clients’ assets are invested are

unlikely to be registered as investment companies. Thus, in such cases, clients will not

be provided the protections associated with the Investment Company Act. Further,

certain investment managers are not registered under the Investment Advisers Act. As a

result, clients will not be provided various protections (which, among other things, include

limitations on leverage or limitations on transactions between an investment company and

its affiliates) offered to registered funds.

• Taxation: The U.S. federal, state and local income taxation of partnerships is extremely

complex, involving, among other things, significant issues as to the character, timing of

realization, and sourcing of gains and losses. Investors will, when applicable, be

allocated a portion of taxable income of a fund without regard to actual cash distributions.

Accordingly, an investor’s tax liability could exceed the cash distributions to it in any tax

year. In addition, legal, tax, and regulatory changes could occur during the term of a fund

that may adversely affect the fund, its portfolio investments, or its investors. Each

investor in a fund should consult its own tax advisers with reference to its specific tax

situations, including any applicable U.S. federal, state, local, and non-U.S. taxes.

Equity Risks. Equity investments are generally riskier than fixed income investments of the same

issuer due to the priority of bond holders over equity holders.

• Value Investing Risk: As a category, value stocks can underperform growth stocks (and

the stock market as a whole) over any period of time. Value investing attempts to identify

companies that a portfolio manager believes to be undervalued. Value stocks typically

have prices that are low relative to factors such as earnings, cash flow or dividends.

A value investing style can perform better or worse than equity portfolios that focus on

growth stocks or that have a broader investment style.

• Small-Cap and Mid-Cap Company Risk: Investments in securities issued by small-

capitalization and mid-capitalization companies involve greater risk than investments in

large-capitalization companies. The value of securities issued by small- and mid-cap

companies may go up or down, sometimes rapidly and unpredictably, due to narrower

markets and more limited managerial and financial resources than large-cap

companies and therefore may increase the volatility of the portfolio.

• Emerging Market Equity Risk: Investments in emerging markets carry risks that are

different from and greater than the risks of investing in developed countries. In addition,

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investing in the securities of issuers located in emerging market countries involves

special considerations not typically associated with investing in the securities of other

foreign or U.S. issuers, including heightened risks of expropriation and/or nationalization,

armed conflict, confiscatory taxation, restrictions on transfer of assets, and potential

difficulties in enforcing contractual obligations.

• Investments in Foreign Securities: Foreign (non-U.S.) issuers are not generally subject to

uniform accounting, auditing, and financial reporting standards and may have policies that

are not comparable to those of U.S. issuers, including less publicly available financial

information. Securities of some foreign issuers are less liquid and more volatile than

securities of comparable U.S. issuers. There is generally less government supervision

and regulation of securities markets, brokers, and issuers in foreign countries than in the

United States.

• Foreign Currency Risk: DuPont Capital may invest client assets in securities that are not

denominated in U.S. dollars. As a result, a client is subject to the risk that those

currencies will decline in value relative to the value of the U.S. dollar. DuPont Capital

may, from time to time, seek to protect the value of some portion or all of the portfolio

holdings against currency risk by engaging in currency hedging transactions. Currency

hedging involves special risks, including possible default by the other party to the

transaction and illiquidity.

• Market Disruption and Geopolitical Risk: Wars, socio-economic/political instability, and

world events, among other things, can result in market volatility and may have short-term

and long-term effects on the U.S. and worldwide financial markets and may cause further

economic uncertainties globally.

• Merger Arbitrage Risk: Corporate mergers are often subject to multiple closing conditions.

Conditions may include, among other things, obtaining approvals from various antitrust

regulators, obtaining financing, and maintaining minimum net worth. If an acquirer fails

meet specified closing conditions, the deal may not successfully close.

DuPont Capital’s Merger Arbitrage strategy engages in short-selling, i.e., selling a security

that the portfolio does not own. Short-selling requires the purchase of the security at a

later date, regardless of the price at which that security trades. If the price of the security

or derivative has increased during this time, then the risk of loss from such a strategy is

theoretically unlimited. Also, there is a risk that the third-party (e.g., a prime broker) to the

short sale will fail to honor its contract terms, causing a loss to the account.

With respect to SPACs, the primary risk is that SPAC managers will err in choosing a

target that uses the SPAC’s capital to effect a business plan that fails. There is also the

risk that the SPAC management will fail to acquire a private company. However, because

all investor funds are held in escrow and must be returned in the event there is no

acquisition, there is some downside protection in that regard.

Merger Arbitrage Enhanced may utilize leverage, which may cause the value of an

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account to be more volatile. Leverage increases an account’s losses when the value of its

investments (including derivatives) declines. In addition, interest and other leverage related

expenses are borne by the account. The use of leverage may also cause the account to

liquidate portfolio positions when it would not be advantageous to do so.

Fixed Income Risks

• Interest Rate Risk: Interest rate risk is the risk that fixed income securities will decline in

value because of changes in interest rates. As nominal interest rates rise, the value

of certain fixed income securities held by an account is likely to decrease. Fixed

income securities with longer durations tend to be more sensitive to changes in interest

rates, usually making them more volatile than securities with shorter durations.

• Pre-payment and Reinvestment Risk: Certain strategies invest in mortgage-related and

asset-backed securities that are subject to prepayment risk, which is the risk that borrowers

will refinance their mortgages when interest rates for refinancing are lower than the rates

applicable to their mortgages. When this occurs, the mortgage holder will need to reinvest

the capital at the lower prevailing yields. Conversely, when rates rise, prepayments may

occur at a slower rate than anticipated and can result in the mortgage holder waiting longer

for a return of capital. The reinvestment risk associated with mortgages applies to any

investment that returns cash to investors, as that cash needs to be reinvested in whatever

market conditions prevail.

• Emerging Market Debt Risk: Investments in emerging markets carry risks that are

different from and greater than the risks of investing in developed countries. In

addition, investing in the securities of issuers located in emerging market countries

involves special considerations not typically associated with investing in the securities of

other foreign or U.S. issuers, including heightened risks of expropriation and/or

nationalization, armed conflict, confiscatory taxation, restrictions on transfer of assets, and

potential difficulties in enforcing contractual obligations.

• Equity Conversion Risk: A non-equity investment, such as a convertible debt obligation,

may convert to an equity security. Also, an equity could be acquired due to a

restructuring event related to a non-equity investment. These events could result in

reduced liquidity.

• Investments in Foreign Securities: Foreign issuers are not generally subject to uniform

accounting, auditing, and financial reporting standards and may have policies that are not

comparable to those of domestic issuers, including less publicly available financial

information. As a result, there can be less information available about foreign issuers

than about domestic issuers. Securities of some foreign issuers are less liquid and more

volatile than securities of comparable domestic issuers. Generally, there is less

government supervision and regulation of securities markets, brokers, and issuers in

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foreign countries than in the United States.

• Foreign Currency Risk: DuPont Capital can invest client assets in securities that are not

denominated in U.S. dollars. As a result, a client is subject to the risk that those

currencies will decline in value relative to the value of the U.S. dollar. DuPont Capital can,

from time to time, seek to protect the value of some portion or all of the portfolio holdings

against currency risk by engaging in currency hedging transactions. Currency hedging

involves special risks including possible default by the other party to the transaction and

illiquidity.

• Market Disruption and Geopolitical Risk: Wars, socio-economic/political instability and

world events, among other things, can result in market volatility and have long-term

effects on the U.S. and worldwide financial markets and cause further economic

uncertainties globally.

• Sovereign Debt Obligation Risk: Investments in emerging market countries’

government debt obligations involve special risks. Certain emerging market countries

have historically experienced, and may continue to experience, high rates of inflation, high

interest rates, exchange rate fluctuations, large amounts of external debt, and balance

of payments and trade difficulties. The issuer or governmental authority may not be able

or willing to repay the principal and/or interest when due.

Stable Value Risks: The Fund is managed with the intent to minimize the risk of loss. Strategies include investment diversification and the use of investment guidelines to limit concentration and risk exposures. However, there is no guarantee that there will be no losses. A loss may occur in the event of a default on investments held by the Fund.

The Fund is exposed to interest rate risk. As such, it will be impacted by changes in interest rates and bond yields. However, unlike money market funds, it will not directly reflect valuation changes triggered by interest rates, due to the smoothing effect of book value accounting. Derivatives, such as options and futures, are typically used to control risk in the Fund. Derivatives are subject to a number of risks such as liquidity risk, interest rate risk, market risk, credit risk, and management risk. However, derivatives are not used in order to induce leverage to the Fund.

Frequent Trading

DuPont Capital’s strategies do not involve frequent trading.

Item 9. Disciplinary Information.

DuPont Capital has no material civil or criminal actions to report.

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DuPont Capital has no material administrative proceedings before the SEC, any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority to report. DuPont Capital has no material SRO disciplinary proceedings to report.

Item 10. Other Financial Industry Activities and Affiliations.

DuPont Capital is committed to providing clients with service of the highest quality and is guided by

the principle of acting in the best interests of its clients. Nevertheless, there are circumstances where

client interests conflict with DuPont Capital’s interests or interests of other clients. Some of these

conflicts are inherent to the business. DuPont Capital has policies and procedures designed to

ensure that it always acts in the best interest of its clients.

DuPont Capital has material relationships with the following related financial industry participants:

• Wilton Private Equity Fund

DuPont Capital manages the Wilton Private Equity Fund, LLC, (“the Wilton Fund”), which is

closed to new investors. The Wilton Fund invests in a diverse portfolio of closed end private

investment funds including, without limitation, private equity funds, special situation funds,

venture capital funds, and certain direct investments.

DuPont Capital has invested in the Wilton Fund in connection with a long-term incentive

compensation plan for certain of its private equity employees in order to strengthen the

alignment of interests among DuPont Capital, the fund’s investors, and its private market

employees.

DuPont Capital has not identified any material conflicts of interest with respect to its investment in

the Wilton Fund.

• Foreside Funds Distributors LLC

On March 13, 2019, DuPont Capital entered into a service level agreement with Foreside

Funds Distributors LLC (“Foreside”). Foreside is registered with the SEC as a broker-dealer

and is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Registration of

an investment adviser with the SEC does not imply any level of skill or training. Foreside’s

services under the agreement are limited to providing placement agent services with respect to

DuPont Capital’s privately offered funds. DuPont Capital provides compensation to Foreside in

return for its placement agent services. Foreside will not hold an inventory of securities, hold

securities or monies of customers, or engage in securities transactions on any recognized

exchange in connection with the services it provides to DuPont Capital.

Certain DuPont Capital employees, including members of its management and marketing teams,

are registered representatives through Foreside. DuPont Capital employees hold Series 7, 63,

and 24 licenses in connection with their roles in support of the broker-dealer activities.

DuPont Capital has not identified any material conflicts of interest in connection with its service

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level agreement with Foreside.

• DCM Private Equity Funds II, III, IV and V

DuPont Capital formed and currently manages DCM Private Equity Fund II LLC (“Fund II”), DCM

Private Equity Fund III LLC (“Fund III”), DCM Private Equity Fund IV (“Fund IV), and DCM

Private Equity Fund V LP (“Fund V”). Only Fund V is open to new investors which has not yet

held its first close. DuPont Capital’s funds are offered only through Private Placement

Memoranda to qualified purchasers. DuPont Capital acts as a Managing Member to Funds II,

III, and IV.

Certain employees within DuPont Capital’s Private Markets Group and DuPont Capital’s senior

management are investors in one or more of these funds through limited partnerships formed by

DuPont Capital. Please refer to item 11 for additional information on these investments.

During a Fund’s investment period, DuPont Capital will sometimes identify desirable

investments for its private fund clients that are available only in limited quantities. In these

cases, investments are allocated pro rata based on the amount of capital committed to each

fund or separate account. Further details on the pro rata calculations are provided in each

fund’s offering memorandum and are communicated to each separate account client in its

investment management agreement as applicable.

The allocation of expenses to a private equity fund managed by DuPont Capital is governed by the

fund documents. However, to the extent there is discretion, there is an incentive to allocate

expenses in a manner that is more favorable to DuPont Capital. Where there is discretion, DuPont

Capital’s practice is to allocate expenses in proportion to the assets or capital commitments of each

fund insofar as possible and in a way that is fair to all the funds and their investors.

Recommending Other Investment Advisers: DuPont Capital selects other investment advisers for its stable value product and for the 401(k)

plans of Corteva, its parent company. DuPont Capital does not receive compensation from these

advisers or have any other material relationship with them. DuPont Capital also selects managers,

in the form of general partners offering limited partnership interests, for its private markets fund-of-

funds products.

Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading.

DuPont Capital has policies and procedures in place relating to, among other things, portfolio

management and trading practices, personal investment transactions, and insider trading that are

designed to prevent conflicts of interest.

Code of Ethics

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All DuPont Capital employees must comply with its Code of Ethics. Each employee must avoid any

activity or relationship that may reflect unfavorably on DuPont Capital as a result of a possible conflict

of interest, the appearance of such a conflict, the improper use of inside information or the appearance

of any impropriety. Employees must place the interests of DuPont Capital’s clients ahead of their

personal interests and must treat all clients in a fair and equitable manner.

DuPont Capital’s employees are permitted to invest for their own account, provided that such

investment activity must always comply with applicable laws and regulations and must be carried out

in a manner consistent with DuPont Capital’s policies. In addition to incorporating the requirements

of Rule 204A-1, DuPont Capital’s Code of Ethics requires prior clearance of most personal securities

transactions, and duplicates of brokerage statements to be sent to its Chief Compliance Officer by

each employee’s broker(s) (when such information is not provided electronically); prohibits

investments in IPOs; and, in addition to strongly discouraging short term trading, requires any short

term profits (transactions within 60 days) in reportable securities to be donated to a recognized

charitable organization. Clients and prospective clients may obtain a copy of DuPont Capital’s Code

of Ethics upon request.

Employees may personally buy or sell securities bought, sold or held for client accounts. Investment

personnel must disclose to Compliance and to their manager when trading in securities that are or

can be held in any account for which that employee participates in the investment decision making

process. Pre-clearance for personal securities trades is only granted if an order for a client was not

processed or pending within seven (7) days of the preclearance request. This practice is intended to

prevent even the appearance of front running a client’s trade.

DuPont Capital’s policies and procedures, and the related compliance testing that is carried out, are

reasonably designed to prevent and detect personal trading taking precedence over trades for

clients’ accounts.

DuPont Capital’s Code of Ethics includes guidelines and restrictions on the receipt and giving of gifts

and entertainment and requires quarterly reporting to DuPont Capital’s Compliance team of any such

activity.

DuPont Capital’s employees are required to disclose all outside business and investment-related

activities so they can be reviewed for conflicts and other concerns. As a result of the review, outside

business and investment-related activities may be subject to conditions, supplemental disclosures, or

other actions. Certain activities may be prohibited.

DuPont Capital does not make political contributions and prohibits all contributions made to obtain or

retain business with governmental entities. Employees may make political contributions to support

state or local candidates or elected officials subject to advance approval. DuPont Capital requires its

employees to report such political contributions quarterly.

Any employee who violates the Code of Ethics may be subject to sanctions. Employees should

promptly report any violation of the Code of Ethics of which they become aware and are required to

annually certify compliance with the Code of Ethics.

Transactions for clients in securities in which DuPont Capital or a related person has a

26

material interest or invests

Corteva Inc. or other wholly-owned subsidiaries of Corteva will, at times, have various levels of

financial or other interests in companies whose securities may be held or purchased or sold in

DuPont Capital’s client accounts. In addition, as a result of DuPont Capital’s relationship to Corteva,

DuPont Capital can be subject to certain laws and regulations that limit the amount of such

securities that DuPont Capital may purchase or sell for its client accounts, and the timing of such

transactions. As a general practice, DuPont Capital does not include the stock or fixed income

securities of Corteva in the portfolios of its unrelated clients.

DuPont Capital has formed limited liability corporations and/or partnerships in which certain DuPont

Capital employees are partners. These employees are investors in one or more of DCM’s Private

Equity Funds through these limited liability partnerships’ investments in these Funds. These

investments provide for alignment of interests between the participating DuPont Capital employees

and the other members of DCM’s Private Equity Funds. Investment opportunities are allocated to

appropriate portfolios by use of objective, written procedures and are based on committed capital

ratios for fund-of-funds products and specific targeted investment amounts for separate accounts.

As discussed in Item 10 above, DuPont Capital invests in the Wilton Private Equity Fund.

Additionally, employees of DuPont Capital, or its related persons, can hold the same or similar

securities as client portfolios, and from time to time may recommend such securities for

purchase or sale in clients’ portfolios in the normal course of business. Similarly, employees of

DuPont Capital and its related persons who maintain private equity interests can hold the same or

similar interests as client portfolios. DuPont Capital has established informational barriers and

has adopted various policies and safeguards in order to address conflicts of interest that may arise

from such activities.

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Item 12. Brokerage Practices.

Research and Other Soft Dollar Benefits

DuPont Capital’s primary objective in broker-dealer selection is to be consistent with its duty of best

execution of orders for its clients. DuPont Capital selects brokers that it believes will provide

quality execution of transactions at competitive commission rates. DuPont Capital also considers the

availability and quality of research in its selection of a broker. Under Section 28(e) (the “safe harbor”)

of the Securities and Exchange Act of 1934, investment managers are permitted to cause a client to

pay higher commissions than another broker might have charged in return for research and/or

brokerage services. DuPont Capital’s policy is to use client commissions or “soft dollars” only for

goods and services that meet all the conditions of the safe harbor.

The research provided can be either “proprietary” (created and provided by the broker-dealer,

including tangible research products as well as access to analysts and traders) or “third-party”

(created by a third-party but provided by the broker-dealer). Commission dollars pay for the

entire bundle of services (including research and execution of transactions) provided by the broker-

dealer. With respect to fixed income transactions, DuPont Capital does not have any soft dollar

arrangements with third parties and DuPont Capital does not direct client transactions to particular

broker-dealers in return for third-party soft dollar credits or services.

Both the proprietary and third-party research services acquired through discretionary brokerage are

typically used to service all client portfolios. DuPont Capital does not attempt to allocate soft dollar

benefits to client accounts in proportion to soft dollar credits created by the accounts. DuPont Capital

receives a benefit by using brokerage commissions to pay for research or trade execution related

products or services because DuPont Capital does not have to pay for receiving such products or

services.

If a broker-dealer provides mixed-use (research and non-research) products or services, only the

research portion is paid for with commission allocations. DuPont Capital determines the research

portion of mixed-use products or services based on the expected usage of such product or service

(e.g., by identifying each user as either a research user or non-research user). DuPont Capital

benefits by using commissions to pay for the portion of mixed-use products or services that is

deemed to qualify as research or trade-execution-related products or services under the safe harbor.

The balance of the cost of such mixed-use products or services is paid for by DuPont Capital directly.

Mixed-use allocations are reviewed and adjusted annually if usage has changed.

The soft dollar benefits to DuPont Capital described above create an incentive for DuPont Capital to

direct trades to brokers who provide these benefits. DuPont Capital’s practice is to use brokers for

soft dollar arrangements who would otherwise fully meet DuPont Capital’s requirements for execution

without regard to the soft dollar arrangements. DuPont Capital’s objective is to enhance returns to its

clients by effectively utilizing this research in its investment processes.

For proprietary research, commission allocations are made to broker-dealers based on an internal

allocation approach using input from DuPont Capital’s research analysts, portfolio managers and

traders. The brokerage and proprietary research services that are a factor in the selection of brokers

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include a wide variety of macro-economic, fundamental, and quantitative research; other research

publications; and access to and meetings with analysts, specialists and management representatives

of issuers.

For third-party research, transactions are directed to DuPont Capital’s “soft dollar” broker based on

DuPont Capital’s assessment that the broker can execute the transactions in a manner comparable

to brokers that provide proprietary research. Factors considered include the markets and

conditions of particular transactions and the DuPont Capital traders’ experiences with the broker.

Third-party research services that DuPont Capital acquires in this manner include electronic

delivery of news, fundamental data, real-time prices, and analysis tools; portfolio optimizer software

and models; and exchange fees related to electronic delivery of price data.

Certain of DuPont Capital’s third-party research arrangements are Client Commission Arrangements

(“CCAs”). CCAs typically involve an executing broker and a broker that provides research; though,

in some cases, the research provider may not be a broker. These arrangements do not generate

soft dollar purchasing power, but do provide benefits to DuPont Capital and its clients by providing

access to research from a large pool of providers while allowing DuPont Capital to deal with a limited

number of executing brokers for operational efficiency.

Selection of Brokers for Equity Trades

DuPont Capital has defined best execution as “execution of client trades at the best net price under

the circumstances.” The obligation to seek to obtain best execution does not require DuPont Capital

to effect a transaction at the lowest possible commission cost. Rather, the issue is whether the

transaction represents the best qualitative execution for the account considering the full range and

quality of the services offered by a broker or dealer. In evaluating the circumstances, unquantifiable

factors sometimes arise. As such, DuPont Capital sees the measurement of best execution as a

subjective and judgmental process. The factors to be considered in evaluating best execution

typically include, but are not limited to:

• Confidentiality provided by broker-dealer

• Competitiveness of commission rates and spreads

• Past history of execution of orders

• Ability to prospect for and provide liquidity

• Broker-dealer’s financial strength

• Broker-dealer’s reputation and integrity

• Difficulty of trade and security’s trading characteristics

• Size of the order

• Availability of accurate information regarding the market for the security in question

• Liquidity of the market for the security in question

• Broker-dealer’s access to markets

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• Trading style and strategy

• Block trading capabilities

• Sophistication of broker’s trading facilities and systems

• Specialized expertise

• Access to new issues of securities for client accounts

• Number of errors/ability and willingness to correct

• Overall responsiveness to manager’s needs/willingness to work with manager

• Broker-dealer’s distribution network

DuPont Capital uses an annual voting process, in which portfolio managers and traders participate, to

develop its commission budget allocation among equity brokers. The most significant considerations

used by DuPont Capital’s investment professionals in the voting process are:

• Fair commissions

• Quality of execution

• Level and quality of service

• Breadth and quality of research

• Customized research

Equity traders, specifically, vote for brokers based on service, handling of order flow, program trading

capabilities, algorithmic trading capabilities, market access, and other factors.

A third-party service provider sends DuPont Capital quarterly reports that analyze trade costs.

DuPont Capital reviews commissions and execution costs to examine historical trends of the

firm’s overall costs. Costs are both in absolute terms and compared to DuPont Capital’s peers. The

head equity trader summarizes these reports semi-annually and provides them to senior

management. Annually, the head equity trader delivers a presentation to DuPont Capital’s

Investment Committee on trade costs, historical trends, broker performance, and other factors

relevant to best execution.

Orders for initial public offerings (“IPOs”) are submitted for client accounts when the responsible

Portfolio Manager determines that the security is an appropriate holding for one or more clients,

based on the DuPont Capital strategy used for each client and each client’s investment guidelines.

DuPont Capital aims to achieve similar performance across client accounts that use the same

strategy and benchmark, and its policy is to allocate IPO shares to client accounts in proportion to

the quantity requested for each account by the respective portfolio managers. Clients with directed

brokerage are not treated any differently than clients without directed brokerage and it is DuPont

Capital’s policy to neither advantage nor disadvantage one client over another within the same

strategy. While there is an inherent conflict of interest in the allocation of IPOs such that advisors

have an incentive to favor poorly performing and/or performance-based fee accounts, DuPont Capital

believes its policies and procedures adequately guard against such practices, including review of

dispersion among accounts and segregation of equity portfolio management from equity trading.

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Brokerage for Client Referrals

DuPont Capital does not select or recommend broker-dealers in return for client referrals.

Trade Errors

DuPont Capital seeks to identify and resolve trade errors promptly. Consistent with its fiduciary duty

to its clients, DuPont Capital’s policy is to put the client in the same position that it would have

been in if the error had not occurred. Any gains resulting from trade errors discovered after

settlement remain in the client’s account. DuPont Capital also investigates underlying causes of

trade errors and identifies improvements to processes to help prevent a recurrence.

Directed Brokerage

Generally, DuPont Capital receives full discretion from its clients to choose broker-dealers through

whom transactions may be executed. Some clients may, however, (i) direct DuPont Capital to only

use a designated broker-dealer or (ii) direct DuPont Capital to use a designated broker-dealer for a

portion of their trades subject to DuPont Capital’s ability to obtain best execution with that broker.

When a client instructs DuPont Capital to direct all of the transactions for its account to a designated

broker-dealer:

The client has made a decision to retain control over broker-dealer selection. In such cases,

the directing client, not DuPont Capital, has negotiated the selection of the designated broker-

dealer(s), execution quality, and services or other benefits to be received, and it is solely the

client’s responsibility to satisfy itself concerning the adequacy of all of those arrangements.

DuPont Capital will treat the direction as a decision by the client to retain, to the extent of the

direction, the discretion that otherwise would be given by the client to DuPont Capital to select

broker-dealers. DuPont Capital will follow the client’s direction to use the designated broker-

dealer even when it might be able to obtain a more favorable price and execution from

another broker-dealer for a transaction on behalf of such client’s account.

Clients who direct brokerage in this manner will be notified that:

• DuPont Capital will not always be able to negotiate brokerage commissions with

respect to transactions executed by the designated broker-dealer for the client’s

account.

• Orders may be placed separately from and after the completion of orders for non-

directed accounts. To the extent that orders for such client accounts are placed after

the orders for other investment management clients, the price of the securities

purchased or sold for such client accounts may be adversely affected.

• A client that directs brokerage may forego any benefit from savings on execution

costs that DuPont Capital could obtain for its clients through negotiating volume

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commission discounts on aggregated transactions.

• As a result of the foregoing, a client that directs brokerage may not receive best

execution on transactions effected through the designated broker-dealer.

• As a result of these considerations, directed brokerage accounts may not generate

returns equal to those of non-directed accounts.

When a client instructs DuPont Capital to direct a portion of its trades to a designated broker-dealer

subject to DuPont Capital’s ability to obtain best execution with that broker:

DuPont Capital will generally accept such preference or direction provided the client provides

written assurances that, in directing that DuPont Capital use a particular broker or dealer, the

client is complying with its fiduciary obligations.

DuPont Capital recognizes that it is not fully absolved from its best execution obligations as a

result of a client’s directed brokerage arrangement for a portion of its account. As such,

brokers providing this type of directed brokerage are subject to DuPont Capital’s periodic

review procedures relative to best execution. If DuPont Capital has concerns relative to

a broker’s ability to provide best execution under this type of directed brokerage

arrangement, DuPont Capital will notify the client and express its concerns. If the concerns

are such that DuPont Capital believes continuing the directed brokerage arrangement may

not be consistent with its duty to obtain best execution, DuPont Capital will take action on a

case-by-case basis, which may include terminating the directed brokerage agreement.

Clients who direct brokerage in this manner will be notified that:

• DuPont Capital will not always be able to negotiate brokerage commissions with

respect to transactions executed by the designated broker-dealer for the client’s

account.

• Orders will generally be placed separately from and after the completion of orders for

non-directed accounts.

• To the extent that orders for such client accounts are placed after the orders for other

investment management clients, the price of the securities purchased or sold for such

client accounts may be adversely affected.

• As a result of these considerations, directed brokerage accounts will not generate

returns equal to those of non-directed accounts.

DuPont Capital requires clients to notify DuPont Capital in writing if the client wants to change its

designated broker-dealer.

In agreeing to follow a client’s directed brokerage instruction, DuPont Capital understands and is

relying on the fact that it is the client’s responsibility to ensure that (i) all services provided by the

designated broker-dealer will solely benefit the client’s account and using the designated broker-

dealer is in the best interest of the account taking into consideration the services provided

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and (ii) the brokerage direction will not conflict with any fiduciary obligations of the persons acting for

the client’s account and, if the account is subject to the provisions of ERISA, such direction will not

cause the plan to engage in a prohibited transaction under ERISA.

Selection of Brokers for Fixed Income Trades

The most significant factors in DuPont Capital’s fixed income dealer relationships are execution and

research. DuPont Capital allocates trades to balance these factors and to achieve DuPont Capital’s

clients’ investment objectives in accordance with legal, regulatory, and ethical standards.

DuPont Capital’s active fixed income dealers fall into two broad categories:

1. Strategic dealers. Each of these dealer relationships encompasses as many asset

subclasses/products (Corporates, Mortgages, Government Bonds, Futures, etc.) as

possible because of long-term benefits in execution and research.

2. Product-specific dealers. These dealer relationships combine well-developed product

niches (for one or more asset subclasses) with strong execution.

The number of active dealers generally varies inversely with the liquidity of each asset subclass;

no specific targets are set for the number of dealers in each asset subclass. Occasionally, traders may transact with a dealer not included in the active list when, in the trader’s

judgment, a dealer not included in the active list can provide best execution for a specific trade.

Absent a reason to exclude them, these dealers are added to the active list at the next periodic review.

Trade execution depends on the type of trade. Trades are classified into three categories as

follows:

1. Transparent Markets: This category includes futures, options on futures, FX forwards and

spots, TBA mortgages, and U.S. treasuries. These instruments trade in transparent

markets with two-sided real-time market prices available through pricing services to which

the Fixed Income group has access. Because of the complete transparency of these

markets, price discovery is not required. In most cases, quotes are obtained from a single

dealer. However, trades can be executed by exposing an appropriate number of active

dealers to the trade, with the quotes obtained electronically through Bloomberg. Trades are

allocated based on factors related to dealers’ strategic importance and position

management.

2. Normal Markets: Trades are executed by exposing an appropriate number of active

dealers to the trade. The selection and the number of dealers exposed to a particular

trade depend on the specific conditions of the trade such as liquidity, information on dealer

inventory, and market conditions. One dealer is chosen to execute the trade strictly based

on price competitiveness at the time the trade is initiated.

3. Illiquid Markets: Due to either market conditions or the nature of the security, best

execution is obtained by involving only one dealer. In these cases, the dealer’s price is

compared to a fair value benchmark when evaluating best execution.

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Aggregation of Trades - Equities

Same-day orders that are not completely filled should be merged with additional orders unless

significant price movements give later orders the appearance of unfairly “gaming the system.” Orders

received after a previous order is completely filled are placed immediately and are not aggregated

with the earlier order; therefore, prices are not averaged with the day’s earlier order. Only merged

orders receive the same average price.

Orders for the same security from clients of the same strategy given to the Trading Desk at the same

time are aggregated. Volume discounts may result from large trades with the same broker.

An exception to normally merging orders occurs with pure U.S. or International Index Program

Trades when such pure index accounts exist. Such Index Program Trades cannot practically be

bundled with any other orders. Also, the price is not negotiated.

Aggregation of Trades – Fixed Income

The DuPont Capital fixed income team is structured by asset class, with sub-teams. Orders for the

same security from clients of the same strategy are aggregated.

Item 13. Review of Accounts.

Review Process for Separate Account Clients

Each separate account is reviewed by the portfolio manager responsible for that account and by

investment accounting professionals as described below.

For fixed income accounts, daily activities include portfolio manager reviews of:

• trading activity,

• overall and sub-portfolio risk versus indices and sub-indices, and

• monitoring of the largest positions.

In addition, the Managing Director of Fixed Income conducts weekly reviews of client positioning and

exposure versus benchmarks on sectors, industries, and issuers.

For equity accounts, daily activities include portfolio manager reviews of:

• trading activity,

• investment performance, and

• positions relative to the applicable investment guidelines.

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Investment accounting professionals review and reconcile holdings and cash balances daily, and

prepare formal market value reconciliations monthly.

DuPont Capital strives to respond to client requests promptly and comprehensively. As appropriate,

client requests are responded to by a member of the appropriate investment team or a member of

DuPont Capital’s relationship management staff. Face-to-face meetings are typically held once or

twice each year, as agreed upon by DuPont Capital and each client. As part of the client's due

diligence review process, annual meetings in Wilmington at DuPont Capital's office are welcomed.

DuPont Capital welcomes suggestions from its clients on the content of such reviews. Telephone

conference calls can be arranged with the client on a mutually acceptable schedule and the

relationship management team will coordinate timely responses to client inquiries and requests.

The portfolio manager and members of the appropriate investment team, as well as representatives

of DuPont Capital's senior management team, can be made available to participate in client

meetings and conference calls, when appropriate.

Review Process for DuPont Capital-Sponsored Private Equity Funds

DuPont Capital monitors the underlying holdings and commitments in its private funds on a regular

basis through a combination of:

• advisory board seats on many of its partnership investments;

• frequent discussions with general partners of the funds in which the private funds invest;

• receipt and review of quarterly financial statements for each investment; and

• population of and reporting from a proprietary database containing both fund-level and

underlying investment-level information, such as industry codes and key company metrics.

DuPont Capital confirms that the values on financial statements are consistent with conversations

held with the general partners and with comparable market data. The DuPont Capital reviews are

conducted by the Managing Director of Alternative Investments and the group's portfolio managers.

In addition, the DuPont Capital Management Investment Committee oversees all strategies to ensure

appropriate risk, review strategic allocation, and consider trends.

Reporting to Clients

In addition to the face-to-face meetings mentioned above, written communication is provided in

quarterly client reports. These reports provide DuPont Capital's market perspective, performance

updates including attribution comments, and strategy discussions specific to client mandates.

DuPont Capital also provides industry insights and educational materials specific to client requests

as required. In addition, DuPont Capital accommodates clients’ reporting needs as specified in each

client’s investment management agreement.

Item 14. Client Referrals and Other Compensation.

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Other than the soft dollar arrangements discussed in Item 12, DuPont Capital is only compensated

by clients for providing investment advice or other advisory services to DuPont Capital’s clients.

Item 15. Custody.

Generally, DuPont Capital does not have custody of client assets. There are two exceptions:

• DuPont Capital is deemed to have custody of clients’ assets invested in commingled

vehicles sponsored and/or managed by DuPont Capital due to DuPont Capital’s broad role

with respect to these investment vehicles, and

• DuPont Capital is deemed to have custody of certain clients’ assets because of DuPont

Capital’s ability to pay its fees and the fees of certain third parties or to open custodial

accounts on behalf of the clients.

Clients investing in DuPont Capital’s commingled vehicles will receive quarterly statements directly

from the custodian of the commingled vehicle. DuPont Capital’s separate account clients generally

select their own custodian and, when DuPont Capital is deemed to have custody of a separate

account, DuPont Capital seeks to confirm annually with the appropriate custodians that clients are

receiving custodial statements directly from those custodians. DuPont Capital encourages all its clients to obtain statements from their custodians at least quarterly,

to review them carefully, and to compare them to the quarterly reports they receive from DuPont

Capital.

With respect to certain of its clients, DuPont Capital is required to undergo surprise examinations

under which an independent public accountant verifies client assets through security counts. This

requirement generally applies when a pooled investment vehicle cannot provide clients with audited

financial statements within 120 days of its year-end (180 days for funds-of-funds) or when DuPont

Capital is deemed to have custody of a separate account client’s assets.

Item 16. Investment Discretion.

DuPont Capital’s clients generally grant it full discretion to manage securities accounts on their

behalf, including the selection of brokers and/or dealers for execution of transactions.

For separate accounts, clients generally provide investment guidelines to which DuPont Capital must

adhere. These may, among other things:

• Prohibit purchases of securities of companies within a specific industry and/or country. • Prohibit or limit purchases of fixed income investments below a certain investment

grade.

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• Prohibit or limit investments of a particular type, such as futures, options, non-US • securities, or commodities. • Prohibit or limit use of leverage, short selling, and/or soft dollars. • Limit a holding to a certain percent of the total value of the portfolio or of the value of the

company that issued the security.

• Specifying risk or tracking error levels. • Requesting that DuPont Capital comply with directed brokerage arrangements, subject to

DuPont Capital’s ability to obtain best execution.

Some investment guidelines requested by clients may not be suitable for programming into our

compliance system, may be subject to multiple interpretations, and/or may establish industry, sector,

country, or risk criteria for which more than one suitable value exists. In some cases, the industry,

sector, or country classifications used by DuPont Capital may differ from the expectations or

assumptions of the client. Generally, DuPont Capital relies upon data from third-party data providers

as sources for security characteristics. However, in cases when a third-party source is not deemed

reliable with respect to a particular security, DuPont Capital will assign the characteristic(s) that it

believes most appropriate.

Whether or not discretionary authority is accepted, DuPont Capital executes a written investment

management agreement with its separate account clients. For commingled vehicles sponsored by

DuPont Capital, a subscription agreement is generally executed.

If DuPont Capital manages multiple portfolios across different asset classes and/or account vehicles

(i.e., separately managed account and/or mutual fund) for a client and has the discretionary authority

to adjust the asset allocation among those portfolios, there is an inherent incentive to allocate more

assets to asset classes and/or account vehicles that command higher fees and/or generate a higher

level of profits. DuPont Capital’s policies and procedures, and applicable regulations, require

employees to put the interests of its clients first, before those of the firm or its employees.

Item 17. Voting Client Securities.

DuPont Capital’s clients generally grant it discretionary authority to vote client proxies, but have the

option to retain this responsibility if they prefer. Clients also have the option to provide their own

“custom” voting policies in lieu of using DuPont Capital’s proxy voting policy. For both separate

account and commingled fund clients, proxy voting responsibilities are generally described in the

investment management agreement (“IMA”) governing the relationship between DuPont Capital and

its client (for this purpose, DuPont Capital’s client is the commingled fund when the account structure

takes this form). If a client wants to retain the right to direct DuPont Capital’s vote in a particular

solicitation, this right should be specified within the IMA.

DuPont Capital has engaged Institutional Shareholder Services (“ISS”) to provide proxy voting

recommendations and voting services. These services include timely submittals of votes in

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accordance with the appropriate policy; delivery, upon request, of proxy statements and/or reports on

votes cast; and ensuring that corporate action notices, as applicable, are appropriately addressed.

ISS’s ability to vote proxies depends upon each client’s custodian delivering the proxies in proper

form and in a timely manner and may also be affected in certain markets by: requirements to vote

in person, “share blocking” (prohibiting voters from disposing of their shares for a period near the

shareholder meeting), or requirements to provide local agents with unrestricted powers of attorney

to facilitate voting instructions.

DuPont Capital’s policy does not direct ISS to withhold from voting on any matters, although DuPont

Capital reserves the right to withhold votes if this is deemed to be in the best interest of the plan,

client, or account, whichever is appropriate.

Detailed and summary versions of ISS’s voting policies are available at https://www.issgovernance.com/. Each DuPont Capital client is entitled to a copy of DuPont Capital’s proxy voting guidelines and to

information on how DuPont Capital has voted proxies for shares held in its account(s). This

information can be requested through each client’s relationship manager. At times, proxy voting options that are in the best interests of DuPont Capital’s client may not be in

the best interest of DuPont Capital. This conflict is addressed by DuPont Capital in the following

ways:

• DuPont Capital relies on ISS’s independent research and voting recommendations in the

vast majority of proxy voting decisions. ISS is an industry leader that specializes in voting

proxies in the best interests of plan participants.

• In the cases where DuPont Capital varies from the ISS Standard Sustainability policy,

DuPont Capital has documented its reasoning and obtained the approval of its Chief

Compliance Officer for each case where such differences exist.

• While the ISS Standard Sustainability policy’s recommended voting position is generally

accepted by DuPont Capital, there may be matters that have a potentially significant impact

on the company (e.g., mergers) where a DuPont Capital analyst or portfolio manager

believes that overriding the recommended vote is in the best interest of plan participants or

clients. An equity analyst, equity portfolio manager, or DuPont Capital’s Chief Compliance

Officer must provide a written, objective rationale explaining why an override is in the best

interests of plan participants or clients. Two equity portfolio managers and/or senior DuPont

Capital officers must sign the override recommendation in order for it to become effective.

• Disclosure to clients, upon request, of proxy voting decisions provides transparency and an

incentive for DuPont Capital to fulfill its obligation to put the interests of its clients before its

own interests.

While DuPont Capital has outsourced the proxy voting activity, it retains an important responsibility

to monitor and oversee the services it receives from ISS. In addition to obtaining various policies

and procedures from ISS, and its annual SOC 1 report, DuPont Capital monitors voting activity

through reporting tools provided on ISS’s website and seeks to ensure that ISS maintains

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satisfactory segregation between its proxy voting business and its consulting business.

Item 18. Financial Information.

DuPont Capital does not bill clients six months or more in advance. Clients participating in a fund-of-

funds product may be invoiced for the upcoming quarter shortly before that quarter begins. Note that

carried interest fees on private funds are not billed to clients. Rather, carried interest is distributed to

DuPont Capital directly from the applicable private fund. DuPont Capital does not have any financial condition that is reasonably likely to impair its ability to

meet contractual commitments to clients and has never been the subject of a bankruptcy petition.